SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Standen James D.

(Last) (First) (Middle)
C/O COMPASS MINERALS INTERNATIONAL, INC.
9900 WEST 109TH STREET, SUITE 100

(Street)
OVERLAND PARK KS 66210

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COMPASS MINERALS INTERNATIONAL INC [ CMP ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/10/2018 M 160 A $0 686 D
Common Stock 03/12/2018 S 48(1) D $63.21(2) 638 D
Common Stock 03/10/2018 M 1,000 A $0 1,638 D
Common Stock 03/12/2018 S 298(1) D $63.21(2) 1,340 D
Common Stock 1,224 I(3) 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (4) 03/10/2018 M 160 03/10/2018 03/10/2018 Common Stock 160 $0 0 D
Performance Stock Unit (5) 03/10/2018 M 1,000 03/10/2018 03/10/2018 Common Stock 1,000 $0 0 D
Performance Stock Unit(ROIC) (6) 03/10/2018 M 0(7) 03/10/2018 03/10/2018 Common Stock 0.0 $0 0 D
Performance Stock Unit(rTSR) (8) 03/10/2018 M 0(7) 03/10/2018 03/10/2018 Common Stock 0.0 $0 0 D
Explanation of Responses:
1. Represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and release of the restricted stock units and performance stock units listed in Table II. This sale was made to satisfy tax withholding obligations funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
2. Represents a weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $62.85 to $63.60 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The reported number is based on a 401(k) plan statement dated as of March 9, 2018.
4. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
5. Each performance stock unit represents a contingent right to receive one share of Issuer common stock. The performance hurdle tied to the Issuer's 2017 financial performance was satisfied.
6. Each performance stock unit represents a contingent right to receive between 0% and 200% of one share of Issuer common stock. The reported number of securities represents the target number of shares that may be earned. The actual number of shares that was earned was calculated based on the Issuer's return on invested capital over a three-year performance period.
7. The reported number of securities represents 0% of the initial target number of shares subject to the performance stock unit award granted on March 10, 2015. No performance stock units were earned based on the Issuer's performance over the three-year performance period.
8. Each performance stock unit represents a contingent right to receive between 0% and 150% of one share of Issuer common stock. The reported number of securities represents the target number of shares that may be earned. The actual number of shares that was earned was calculated by comparing the Issuer's relative total shareholder return to the total shareholder return for each company comprising the Russell 3000 Index over a three-year performance period.
Remarks:
/s/ Robert B. Porter as Attorney-in-Fact 03/12/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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